NARRATIVE APPRAISAL REPORT

&

VALUATION ANALYSIS

PROPERTY

Residences at Acorn Park Site 15.6 Acres of Land

1, 37 Acorn Park Road Belmont & Cambridge, Massachusetts

DCR FILE NO.: P-000610 & P-000611

DATE OF VALUATION

March 29, 2011

PREPARED FOR

Brenda Griffiths Assistant Director of Operations

Commonwealth of Massachusetts Department of Conservation and Recreation

251 Causeway Street, Suite 600 Boston, MA 02114-2119

Town of Belmont

c/o Jay Szklut Planning & Economic Development Manager

455 Concord Avenue Belmont, MA 02478

PREPARED BY

Avery Associates 282 Central Street

Post Office Box 834 Acton, Massachusetts 01720

TEL: 978-263-5002 FILE NO.11015/2011029

Avery Associates Real Estate Appraisers – Counselors 282 Central St. P.O. Box 834 Acton, MA 01720 Tel: 978-263-5002 Fax:978-635-9435 jon@averyandassociates.com www.averyandassociates.com March 30, 2011 Brenda Griffiths Town of Belmont Assistant Director of Operations c/o Jay Szklut Commonwealth of Massachusetts Planning & Economic Department of Conservation and Recreation Development Manager 251 Causeway Street, Suite 600 455 Concord Avenue Boston, MA 02114-2119 Belmont, MA 02478 RE: Residences at Acorn Park Site 15.6 Acres of Land 1, 37 Acorn Park Road Belmont & Cambridge, Massachusetts Files #P-610, P-611 Dear Ms. Griffiths & Mr. Szklut: In fulfillment of our agreement, as outlined in the letter of engagement dated February 23, 2011, we are pleased to transmit the appraisal report detailing our estimate of the market value of the fee simple interest in the above referenced property. This self-contained appraisal report sets forth the value estimate, together with supporting data and reasoning which forms the basis for our conclusions. The subject of this report is 15.6 acres of Belmont Uplands zoned land, located at the corner of Acorn Park Road and Frontage Road in Belmont, Massachusetts on the Cambridge city line. Of the 15.6 acres, 12.9 acres are within Belmont, and 2.7 acres are within Cambridge. The site consists of approximately 8.5 acres of forested uplands and 7.1 acres of wetlands. The site has been approved under Massachusetts General Laws Chapter 40B for a 299 rental housing project. The development will feature five, 4 story buildings over ground level parking garages. This appraisal has been completed using the following extraordinary assumption:

• The estimated value of the property is based upon the extraordinary assumption that all pending appeals of the approvals that have been issued thus far will be settled within the coming weeks and that a building permit allowing for the 299 unit rental development will be issued at this time.

Page 2 March 30, 2011 As a result of our analysis, it is our opinion that the market value of the subject property as of March 29, 2011, subject to the definitions, limiting conditions and certifications set forth in the attached report are as follows:

THIRTEEN MILLION FIVE HUNDRED THOUSAND ($13,500,000) DOLLARS This letter must remain attached to the report in order for the value opinion set forth to be considered valid. Respectfully submitted,

Christopher H. Bowler, MAI, SRA Jonathan H. Avery, MAI, CRE Massachusetts Certified General Massachusetts Certified General Real Estate Appraiser #495 Real Estate Appraiser #26

TABLE OF CONTENTS PAGE Summary of Important Facts and Conclusions.................... 1 Subject Property Photographs............................................. 2 Purpose of the Appraisal...................................................... 5 Intended Use of Report........................................................... 5 Date of Valuation..................................................................... 5 Date of Report......................................................................... 5 Scope of the Appraisal............................................................ 5 Description of the Subject Property.......................................... 6

Tax Data................................................................................. 7 Property Description................................................................ 13

Zoning..................................................................................... 14 Highest and Best Use............................................................... 15 Summary of Analysis and Valuation....................................... 15 Reconciliation............................................................................ 33 Certification............................................................................... 34 Addenda

SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS PROPERTY ADDRESS: 1, 37 Acorn Park Road Belmont & Cambridge, Massachusetts OWNER OF RECORD: AP Cambridge Partners ii, LLC c/o O’Neill Properties DATE OF VALUE ESTIMATE: March 29, 2011 LAND AREA: 12.9 acres Belmont 2.7 acres Cambridge 15.6 acres Total EXISTING IMPROVEMENTS: None – vacant land. ZONING: Apartment House-Belmont Uplands; Subject to a Comprehensive Permit issued via M.G.L. Chapter 40B. HIGHEST AND BEST USE: Development of 299 residential apartment units in accordance with the plans that have been proposed and approved (subject to pending appeals). EXTRAORDINARY ASSUMPTION: The estimated value of the property is based upon the extraordinary assumption that all pending appeals of the approvals that have been issued thus far will be settled within the coming weeks and that a building permit allowing for the 299 unit rental development will be issued at this time. VALUE ESTIMATE: $13,500,000 APPRAISED BY: Christopher H. Bowler, MAI, SRA Jonathan H. Avery, MAI, CRE Avery Associates Post Office Box 834 282 Central Street Acton, MA 01720

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SUBJECT PROPERTY PHOTOGRAPHS Residences at Acorn Park - Site

Acorn Park Road Belmont, Cambridge, MA

Photos Taken by C. Bowler (3/29/11)

Aerial Photo of Site Provided by Mass GIS/Google Earth.

View Looking NW at the Belmont Portion of the Site.

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SUBJECT PROPERTY PHOTOGRAPHS Residences at Acorn Park - Site

Acorn Park Road Belmont, Cambridge, MA

Photos Taken by C. Bowler (3/29/11)

Street Scene Looking Northerly Along Acorn Park Road.

Street Scene Looking South Along Acorn Park Road.

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SUBJECT PROPERTY PHOTOGRAPHS Residences at Acorn Park - Site

Acorn Park Road Belmont, Cambridge, MA

Photos Taken by C. Bowler (3/29/11)

View Looking SW at the Wetlands-Cambridge Portion of the Site at the Bend in Acorn Park Road.

View Looking NE, Across the Little River, at the Subject Site. Photo Taken From

“Hill Estates” Apartment Complex off of Brighton Ave.

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NARRATIVE APPRAISAL REPORT PURPOSE OF THE APPRAISAL: The purpose of this appraisal is to estimate the market value of the fee simple interest in the subject property as of March 29, 2011. In estimating this value it has been necessary to make a careful physical inspection of the property, a review of existing zoning by-law, a review of the proposed plans, and existing approvals, and an analysis of current market conditions and how they relate to and affect the subject property. The definition of market value and fee simple can be found in the Addenda section to this report. INTENDED USE OF REPORT: The intended use of this appraisal is to estimate the market value of the subject property for its possible acquisition by the Massachusetts Department of Conservation and Recreation (DCR) and the Town of Belmont. INTENDED USERS OF REPORT: The Massachusetts Department of Conservation and Recreation (DCR) and the Town of Belmont. INTEREST VALUE: Fee Simple. DATE OF VALUATION: The effective date of valuation of this appraisal is March 29, 2011. All data, analysis, and conclusions are based upon facts in existence as of the date of valuation. DATE OF REPORT: March 30, 2011. SCOPE OF THE APPRAISAL: Christopher H. Bowler, MAI, SRA inspected the subject property on several occasions, most recently March 29, 2011. Photographs of the property were taken at this time. Jonathan H. Avery, MAI, CRE inspected the site from the roadway on March 26, 2011. In addition to the inspections, Mr. Bowler:

• Reviewed extensive files on the subject property and the proposed rental development available at the Belmont Planning & Economic Development department. These documents include the approvals, plans, financial projections, costs, deeds.

• Discussed the subject property and the approvals status with Belmont Town Planner Jay Szklut.

• Reviewed extensive media articles pertaining to the subject development dating back 5 years.

• Obtained additional information regarding the property from the Belmont and Cambridge Assessors’ Departments, and the Middlesex South Registry of Deeds.

• Gathered information on comparable land sales that were proposed and/or approved for multi family rental development at the time of their sales in the Greater Boston area.

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• Confirmed and analyzed the data and applied the Sales Comparison Approach

in order to estimate the market value of the subject property.

DESCRIPTION OF REAL ESTATE APPRAISED

LEGAL DESCRIPTION - The subject of this report is 15.6 acres of Belmont Uplands zoned land, located at the corner of Acorn Park Road and Frontage Road in Belmont, Massachusetts on the Cambridge city line. Of the 15.6 acres, 12.9 acres are within Belmont, and 2.7 acres are within Cambridge. The site consists of approximately 8.5 acres of forested uplands and 7.1 acres of wetlands. The following are the address, assessor’s and legal references for the property:

Assessors Size of Current LegalAddress Town Map Lot Parcel (ac) Owner Reference (Bk/Pg)

1 Acorn Park Road Belmont 40 1 12.90 AP Cambridge Partners II LLC 30386/26037 Acorn Park Road Cambridge 267 1-239 2.70 ^^ AP Cambridge Partners II LLC 30386/260 Total 15.60 ^ ̂ This parcel is currently part of a larger 9.23 acre assessors parcel in Cambridge comprised primarily of wetlands. The subject property is part of a larger 41+ acre property, that included an older office/R&D building, purchased by AP Cambridge Partners II (O’Neill Properties) from Arthur D. Little, Inc. in June of 1999 for a total of $18.4 million. O’Neill subsequently sold off most of the property, that included development parcels, to Bulfinch Properties in early 2000. The property that O’Neill did retain includes the subject and mostly wetland parcels in Cambridge. A copy of the deed listed above can be found in the Addenda to this report. Approval Status: The Town of Belmont issued a Comprehensive Permit allowing for a 299 unit rental development on the subject site to O’Neill Properties in February of 2007. A copy of this decision can be found in the Addenda to this report. The Massachusetts Department of Environmental Protection issued a Superceding Order of Conditions in May of 2010 allowing for the development in and around the wetlands and floodplains in the area. It should be noted that the Mass DEP decision has been appealed by two local environmental groups. Before a building permit can be issued, the following is needed:

• Resolution of the DEP appeal. • Information to Belmont Planning on the sewer connection, and a $382,500

payment to the Town of Belmont if this town’s system is used for connection. • Report by a third party consultant on storm water design. • Completion of the conservation restriction on the areas outside of the main

building envelope.

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Affordability Requirement: Per the Comprehensive Permit, 20% of the units must be reserved for rental to households making no more than 50% of the median income for the area. TAXES AND ASSESSMENT - The following is the current assessment and tax burden for the subject:

Assessors Size of Fiscal Total Tax Rate R.E.TaxesAddress Town Map Block Parcel (ac) Year Assessment (per $000) Due

1 Acorn Park Road Belmont 40 1 12.90 2011 12,431,000$ 13.24$ 164,586.44$ 37 Acorn Park Road Cambridge 267 1-239 2.70 2011 402,200$ ^^ 8.16$ 3,281.95$

Totals 12,833,200$ 167,868.39$

^ ̂ This parcel is currently part of a larger 9.23 acre assessors parcel in

Cambridge comprised primarily of wetlands. Comment: The total assessment and tax burden in Cambridge reflects the entire 9.23 acre parcel from which the subject 2.7 acres is derived. Based upon a review of the estimated value contained in this report it is our opinion that the current tax assessment is fair and reasonable. LOCATION DESCRIPTION – Town - The majority portion of the subject property is located in the eastern Middlesex County community of Belmont. Surrounding communities are Arlington on the north; Cambridge on the east; Watertown on the south; Waltham on the southwest; and Lexington on the west. Its population per the 2000 US Census was 24,194. This is down 2.13% from the 1990 figure. The estimated population per a 2007 Mass Department of Revenue census was 23,356. Downtown Boston is 7 miles southeast of Belmont Center.

Belmont is a small (4.6 square miles), affluent bedroom community located 7 miles northwest of Boston. It is a town with little to no industry, contains no liquor stores, and has on a couple of restaurants that serve liquor. It is a ‘boring’ town by most residents own admissions, and they want to keep it that way.

The town has a quaint shopping center district and an excellent school system that routinely ranks in the top 10 of the state by any measure of excellence. Over 95% of Belmont High graduates go on to a 4 year college. The Belmont High School campus is one of the more attractive ones in the Commonwealth, located off of Concord Avenue, east of the town center. The four elementary schools have all been re-habbed or re-built within the past 10 years. The desirable features referenced above do not come cheaply. Belmont has become a home for the affluent with an average sales price for a single family home of $726,545 over the previous 12 months, and $417,816 for condominiums, according to MLS statistics.

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Economic Conditions: When completing an appraisal of real property it is necessary to have a proper perspective of economic conditions as of the date of valuation. Economic conditions play a significant role in the price paid for real estate at any given time. As the first quarter of 2011 nears a conclusion, the recovery from the “Great Recession”, which lasted over a year between 2008 and 2009, continues. But the recovery is stubbornly slow and is characterized by very little job growth and continued high unemployment. We look at several key economic indicators to measure the health of the economy as of the date of valuation:

THE ECONOMY

The Gross Domestic Product (total market value of the goods and services produced by a nation's economy during a specific period of time) figures for the most recent four quarters and previous 6 years are shown below.

U.S. ECONOMIC GROWTH (growth in the GDP)Annualized Growth Rate

2010 Quarter 4 3.2% preliminary

2010 Quarter 3 2.6% 2010 Quarter 2 1.7% 2010 Quarter 1 3.7%

2009 Annual -2.4%2008 Annual 0.4%2007 Annual 2.2%2006 Annual 3.3%2005 Annual 3.2%2004 Annual 3.9%

(Gross Domestic Product is the total market value of the goods and services

produced by a nation's economy during a specific period of time).

Growth has been positive now for the past five quarters. However, to recover from a recession and return to low unemployment, GDP growth typically must be in the 5%+ range on an annualized basis. Growth in the last 4 quarters has averaged 2.8%. This low growth is the reason that unemployment remains high as will be seen below.

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EMPLOYMENT/JOB GROWTH

Boston-Camb-Town of Middlesex Quincy Metro

Unemployment Rate Belmont County NECTA Mass.Feb-11 5.0% 7.0% 7.8% 8.3%Jan-11 5.2% 6.5% 7.1% 8.3%Feb-10 6.3% 7.7% 8.6% 8.8%

Boston-Camb-Town of Middlesex Quincy Metro

# Employed (000's) Belmont County NECTA Mass.Feb-11 11.99 770.55 2,347.85 3,211.60Jan-11 11.99 776.56 2,365.15 3,208.30Feb-10 11.89 761.59 2,317.08 3,175.70

(Source: Mass Department of Employment & Training)

New Jobs Unempl.

United States Created RateFeb-11 192,000 8.9%Jan-11 63,000 9.0%Dec-10 152,000 9.4%Nov-10 93,000 9.8% Oct-10 210,000 9.6%Sep-10 (41,000) 9.6%Aug-10 (1,000) 9.6%Jul-10 (66,000) 9.5%Jun-10 (175,000) 9.5%May-10 432,000 9.7%Apr-10 313,000 9.9%Mar-10 208,000 9.7%

108,000 (Per month average over past 12 months).

(Source: US Bureau of Labor Statistics)

As with the GDP figures the employment figures, while showing growth, are a disappointment coming out of a recession. Typically, post-recession job growth exceeding 500,000 per month is common. The average over the past 12 months is just 108,000 per month. Most economists indicate that job growth in the vicinity of 150,000 per month is needed just to keep up with population growth. Not only do the recent figures not meet this, but they do not come close to reaching the 500,000 mark that would give a substantial positive boost to the economy.

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CONSUMER SENTIMENT

CONSUMER CONFIDENCE INDEX

2011 Mar-11 63.4Feb-11 72.0Jan-11 64.8

2010 Oct-10 50.2Jul-10 48.5Apr-10 57.7Jan-10 56.5

2009 Oct-09 48.7Jul-09 46.6Apr-09 40.8Jan-09 37.4

2008 Oct-08 38.0Jul-08 51.9Apr-08 62.8Jan-08 87.3

2007 Oct-07 95.6Jul-07 111.9Apr-07 106.3Jan-07 110.2

(Source: The Conference Board) The consumer confidence data shown above portrays the ups and downs of the economy over the past 3+ years. The index data is shown quarterly since January of 2007. The most recent figure is decline after 3 straight monthly increases. The reason for the drop in confidence was the perception among consumers of a return of inflation combined with a stagnant job market. Per the Conference Board a reading above 90 translates into an economy on solid footing while a reading above 100 reflects strong economic growth. So while confidence may be on the rise it is still well below the levels which suggest a strong economy.

STOCK MARKET, INTEREST RATE, & COMMODITY TRENDS

Beginning Closing ChangePrice Price Since

1-Jan-11 29-Mar-11 1/1/2011Dow Jones Industrial 11,578 12,279 6.06%Wilshire 5000 13,290 13,941 4.90%S&P 500 1,258 1,319 4.88%NASDAQ 2,653 2,757 3.93%

10 Year Treasury 3.31% 3.45% 14.0 basis pts.

London Gold $ fix/oz 1,422 1,420 -0.14%Crude Oil $ per barrel 91.40 104.54 14.38%

Thus far in 2011, the stock market is off to a positive start, up nearly 5% in terms of the S&P 500. For all of 2010 the S&P was up 12.78%. This marked the second straight year of double digit gains in the S&P after a disastrous 2008 which saw a decline approaching 40%.

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The stock market has long been considered a pre-curser to future economic activity, which means the unimpressive GDP and employment may be ready to turn more positive.

MULTI FAMILY & INVESTMENT R.E. MARKETS The following are excerpts from the 2011 Marcus & Millichap Market Forecast for the Greater Boston Apartment sector:

A faster pace of job growth, a decline in rental construction, and improving vacancy and rent trends will place Boston among the top performing apartment markets in the country in 2011. Following a solid rebound in hiring last year, employers will step up the pace as demand for goods and services strengthens in the months ahead. Job gains will occur in most employment segments, with the professional and business services and education and health services sectors expected to each grow nearly 3 percent. Demand for rental housing will improve with the employment market. Vacancy will decrease to the low-3 percent range in core urban submarkets, down from more than 5 percent during the recession. In the suburbs, where more than 60 percent of jobs in the metro exist, vacancy will dip below 6 percent, enabling operators to significantly reduce concessions by the second half of 2011. As Boston remains a large, primary market with diverse demand drivers, local apartments will generate considerable interest when listed. Generally, cap rates ranged from about 6.2 percent to 7.0 percent at the end of lat year. Low interest rates and intensified bidding will maintain downward pressure on cap rates throughout the first half of 2011, encouraging owners to explore sales. Local investors will leverage price adjustments to expand portfolios, focusing on small properties in the city of Boston and near-in suburbs. Institutions and REITS, which increased activity in the second half of 2010, will target large, high-quality properties in the suburbs. The probability that more intense bidding for these assets will drive up prices as the year progresses may compel many of these investors to seek lower-priced opportunities in other markets.

2011 Market Outlook

• 2011 NAI Rank: 3, Up 5 Places. Low housing affordability and above-average employment growth pushed Boston to the third position in this year’s NAI.

• Employment Forecast: In 2011, employment will expand 2 percent, or by 49,000 positions, compared with a 1.5 percent increase nationwide. Last year, local employers created 37,500 jobs.

• Construction Forecast: Rental stock will grow only 0.3 percent in 2011 as 600 units are completed, one of the lowest totals in the past 10 years. Slightly more than 1,000 rentals were delivered in 2010.

• Vacancy Forecast: Waning construction and accelerated job growth will support a 100 basis point decline in vacancy this year to 4.5 percent. The release of pent-up demand generated a 90 basis point decrease in the vacancy rate during 2010.

• Rent Forecast: In 2011, asking rents will climb 3.5 percent to $1,777 per month, while concessions will burn as effective rents advance 4.5 percent to $1,697 per month.

• Investment Forecast: Additional loosening of the capital markets will support strong bids among local buyers for small properties in the city of Boston. Investors seeking stable suburban assets will focus on the Mass Pike and Route 9 corridors.

The recently released MIT Commercial Property Price Index shows an increase in the ‘apartment properties’ category of +17.45% between the fourth quarter of 2009 and the fourth quarter of 2010. Over the past five years, however, the index suggests a 14% drop in the prices paid for apartment properties. This index tracks transactions of properties from the National Council of Real Estate Investment Fiduciaries (NCREIF) and includes office, industrial, retail and apartment properties. The data from this index is as follows:

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Year Year Year Year Year

All over Year Office over Year Industrial over Year Retail over Year Apartment over YearYear Q Properties % Change Properties % Change Properties % Change Properties % Change Properties % Change2005 4 182.45 ---------- 234.29 ---------- 211.91 ---------- 202.49 ---------- 273.61 ----------2006 4 214.00 17.29% 275.85 17.74% 255.27 20.46% 220.93 9.11% 275.29 0.61%2007 4 211.05 -1.37% 306.30 11.04% 253.36 -0.75% 216.48 -2.02% 297.48 8.06%2008 4 179.75 -14.83% 248.82 -18.77% 209.67 -17.24% 196.68 -9.15% 248.87 -16.34%2009 4 139.25 -22.53% 180.47 -27.47% 160.83 -23.29% 154.11 -21.65% 200.33 -19.50%2010 4 166.06 19.26% 203.08 12.53% 184.98 15.01% 156.67 1.66% 235.29 17.45%

Total 5 Year Change -8.98% -13.32% -12.71% -22.63% -14.00% The information provided by the Marcus & Millichap report, combined with the data from the index above, suggests that the apartment property investment market has turned the corner from the slump of the past few years. A dearth of construction, a lack of alternative investments, and a slowly recovering economy has created an environment in which prices for well located, Class A apartment properties are on the rise and cap rates are declining. COMMENTS/CONCLUSIONS: The following conclusions are drawn based upon the data and observations cited above:

• The economy is in a state of fragile recovery. The recovery which began in the 4th quarter of 2009 has never really taken off and is characterized by slow growth and continued high unemployment.

• Consumer confidence still remains at levels suggesting a troubled economy. • The ‘for sale’ residential market is struggling again after having begun a strong

rebound in 2009. The ‘rebound’ benefited from the first time buyer $8,000 federal income tax credit and historically low mortgage rates. The federal tax credit ended in the Spring of 2010. Developers and statistics reveal that the 2nd half of 2010 saw a return to slumping conditions. Inventories are rising and small prices declines have returned.

• Of all the sectors of the r.e. development markets, the Apartment (rentals) sector is faring the best as the first quarter of 2011 concludes. There has been a dearth of apartment construction over the past 4 years yet the demand to rent apartments has grown as the home ownership market suffers through a foreclosure crisis.

Each of these factors has been taken into consideration with the valuation of the subject property.

THE NEIGHBORHOOD The subject property is located in the northeast corner of Belmont, at the corner of Acorn Park Road and Frontage Road (Route 2 access road). A portion of the property is in Cambridge. The Arlington Town line is 200 feet to the north.

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The subject is located in the Alewife area, centered around the Alewife MBTA Red Line subway and bus station which is 0.7 miles east of the subject. Surrounding the station to the west and south are two office/R&D parks and an industrial park. Within these parks are over 1.5 million square feet of class A&B office and R&D space and over 1.2 million sq ft of older industrial space. New Boston Properties has received approval to re-develop a portion of the industrial park into 260 rental apartment units. North of the subject on Route 2 is a bowling alley/sports complex, a 116 room motel, and a dilapidated former nightclub property that is nearing approval for re-development into 227 rental apartment units. Abutting the subject to the west and south is the 115 acre Alewife Brook Reservation owned and maintained by the Massachusetts DCR. Within this reservation is Little Pond and to the south is the Little River that flows into the Alewife Brook. Across the Little River from the subject is the 390 unit Hill Estates apartment complex. This complex was constructed in the late 1960’s/early 1970’s and feature brick, garden style and townhouse units. Across Acorn Park Road from the subject is a wetlands parcel. Spy Pond in Arlington is ¼ mile north, across Route 2. From an apartment development site standpoint, the location of the subject is considered good. It is convenient to major highways, public transportation and employment centers. PROPERTY DESCRIPTION: The subject of this report is 15.6 acres of Belmont Uplands zoned land, located at the corner of Acorn Park Road and Frontage Road in Belmont, Massachusetts on the Cambridge city line. Of the 15.6 acres 12.9 acre are within Belmont, and 2.7 acres are within Cambridge. The site consists of approximately 8.5 acres of forested uplands and 7.1 acres of wetlands. A portion of the wetlands are located on the easterly side of Acorn Park Road. The site has 357.76’ of frontage on Frontage Road and 625 feet on Acorn Park Road. Elevations on site range from 8’ above sea level in the western, southern wetlands portion of the land, to 23’ above sea level within the forested uplands. The main building area of the site will be the 8.5 acres of uplands. The remainder of the site is wetlands and within the boundaries of the 100 year flood plain per FEMA panel #250 17C 419E dated June 4, 2010. The site has access to municipal water and sewer lines, both in Belmont and Cambridge. The current plan for the proposed development is to connect to the Belmont system in conjunction with a $382,500 mitigation payment. Other utilities to the site include natural gas, electricity, telephone, and cable TV.

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Proposed Development: The 299 approved rental units will be constructed within five separate 4 story buildings. Of the 299 units 20 will be studios; 156 will be one bedroom units; 107 will be two bedroom units; and 16 will be three bedroom units. There will be 250 underground/garage parking spaces and 214 surface spaces. The maximum gross floor area will be 337,884 sq ft. As part of the development a conservation restriction will be imposed on 7.91 acres of the site, consisting mainly of the wetlands. Site plans, topo plans, flood maps, and plans for the proposed development can be found in the Addenda to this report.

Consideration of Hazardous Substances in the Appraisal Process Although no specific geotechnical engineering data has been provided, it is our assumption that the property is free and clear of any hazardous wastes or contaminating substances, as specified in applicable municipal, state and federal regulations or laws. In the event that this is not the case, the value as estimated herein may vary to the extent of contamination and the cost of cleanup.

As of March 29, 2011, the subject property is not included as either a contaminated site or a location to be investigated by the Bureau of Waste Site Cleanup of the Department of Environmental Protection, Commonwealth of Massachusetts. It is our assumption in this report, therefore, that the subject site is not a contaminated site. However, if the subject site is found to be contaminated, the value estimate contained herein will change. Zoning The subject is located in the Apartment House-Belmont Uplands zoning district of the Town of Belmont. Attached, multi family housing is allowed within this district. However, the Comprehensive Permit issued under Chapter 40B overrides all local zoning use and dimensional requirements. The proposed use is legal and conforming according to the by-laws of Chapter 40B of the general laws of the Commonwealth of Massachusetts.

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HIGHEST AND BEST USE The Dictionary of Real Estate Appraisal, Fifth Edition defines highest and best use as "the reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible and results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility and maximum profitability." Given the current favorable market conditions in the rental housing market, and the lack of favorable conditions in virtually all other sectors of the real estate development markets, it is our opinion that the highest and best use of the subject property is for the 299 unit rental housing development on site as proposed and approved.

Belmont has not had development of new market rate rental housing of over 25 units in the past 30+years. It is a desirable place to live, yet the existing rental housing stock is primarily within wood frame two and three unit structures along with a handful of 40+ year old brick, garden style complexes. A rental development on the subject site would benefit from a Belmont address, but have all the conveniences of urban living with the location near the Alewife T Station, major highways, and office parks.

VALUATION In order to estimate the value of the 15.6 acre site approved for 299 units of rental housing the Sales Comparison Approach has been utilized. Because the subject is vacant land which produces no measurable income, neither the Cost Approach nor Income Approach were applicable. The Sales Comparison Approach is based upon the principle of substitution, that is, when a property is replaceable in the market, its value tends to be set at the cost of acquiring an equally desirable substitute property assuming no costly delay in making the substitution. Since few properties are ever identical, the necessary adjustments for differences between comparable properties and the subject property are to a certain extent a function of the appraisers experience and judgment. A search for sale of sites purchased for rental housing development was conducted in Greater Boston from the present dating back approximately 36 months for comparison to the subject. Due to a lack of sales similar in size to the subject, the search period was extended slightly beyond this time frame. The following are details on 7 comparables that are considered most similar to the subject of the 12-15 initially reviewed, followed by a comparison grid.

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Pending Land Sale No. 1

Property Identification Record ID 929 Property Type Residential Land, Multi Family Development Site Address 30-50 Mill Street, Arlington, Middlesex County, Massachusetts 02474 Sale Data Grantor Cambridge Savings Bank Grantee Wood Partners Closing Date May 01, 2011 Property Rights Fee simple Marketing Time 3 months Conditions of Sale Arms length Financing Cash or equivalent Sale History No prior sale of property in previous 60 months

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Pending Land Sale No. 1 (Cont.)

Verification Seller; Cambridge Savings; Confirmed by Christopher Bowler Contract Price $5,250,000 Cash Equivalent $5,250,000 Land Data Zoning B2A, Business Topography Generally level Utilities All available Shape Generally rectangular Flood Info Abuts, but not in flood zone Land Size Information Gross Land Size 3.870 Acres or 168,577 SF Planned Units 116 Front Footage 80 ft Total Frontage: 80 ft Mill Street Indicators Sale Price/Gross Acre $1,356,589 Sale Price/Gross SF $31.14 Sale Price/Planned Unit $45,259 Sale Price/Front Foot $65,625 Remarks Pending sale of the former Brighams headquarters off of Mill Street abutting the Arlington High School campus. Site went under agreement in 12/09. A 56,200 sq ft block building will need to be razed to allow for development. Approvals received in mid March 2011 for a 5 story, 116 unit garden style apartment complex along with a 16,000 sq ft retail/office building. Of the 116 units, 17 must be designated as affordable. Building will contain ground level parking garage. Buyer paid cost of gaining approvals. Buyer allocated $30 per sq ft of allowed floor area, or $480,000 to the approved retail building portion of the purchase.

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Land Sale No. 2

Property Identification Record ID 930 Property Type Residential Land, Multi Family Development Site Address 100 River's Edge Drive, Medford, Middlesex County, Massachusetts

02155 Sale Data Grantor PL 100 Rivers Edge Drive Grantee Residences at Rivers Edge, LLC Sale Date April 16, 2008 Deed Book/Page 510040/531 Property Rights Fee simple Conditions of Sale Arms length Financing Cash or equivalent Sale History Seller bought site same day for $10,118,275 Verification Buyer; Criterion Development; 781-890-5600, Confirmed by

Christopher Bowler Sale Price $13,291,500 Cash Equivalent $13,291,500 Land Data Zoning C, Commercial Topography Generally level Utilities All available Shape Irregular Fencing Abuts, but no in flood zone Land Size Information Gross Land Size 3.690 Acres or 160,736 SF Allowable Units 222 Front Footage 250 ft Total Frontage: 250 ft Rivers Edge

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Land Sale No. 2 (Cont.) Indicators Sale Price/Gross Acre $3,602,033 Sale Price/Gross SF $82.69 Sale Price/Allowable Unit $59,872 Sale Price/Front Foot $53,166 Remarks Sale of a site fully approved for a 222 unit garden style apartment building. Site is located closed to the Wellington MBTA train station and abuts the Malden River. Seller closed on the site on the same day for $10,118,275. Seller had gone through the time and expense of gaining approvals for the development and then sold off site with approvals in hand to Criterion Development for $13,291,500. Difference in price suggests a premium of 31% for the site with approvals in hand. May be overstated since the $10.118 price was negotiated several years back.

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Land Sale No. 3

Property Identification Record ID 723 Property Type Residential Land, Multi Family Development Site Address 5 Chrysler Road, Natick, Middlesex - South County, Massachusetts Sale Data Grantor Gateside Natick LLC, GBR Chrysler Rd LLC Grantee Chrysler Apartments LLC Sale Date January 14, 2008 Deed Book/Page 50592/1 Recorded Plat 17/5F Property Rights Fee simple Conditions of Sale Arms length Financing Conventional; 50% ltv from Webster Bank Sale History No prior sale in previous 36 months Verification Seller - Josh Katzen; Confirmed by Christopher Bowler Sale Price $12,500,000 Cash Equivalent $12,500,000 Land Data Zoning I2, Industrial Topography Generally level, but slopes to the rear Utilities All available Shape Irregular Fencing Not in designated flood zone Land Size Information Gross Land Size 6.460 Acres or 281,398 SF Useable Land Size 5.740 Acres or 250,034 SF , 88.85% Planned Units 404 Front Footage 708 ft Chrysler Road

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Land Sale No. 3 (Cont.) Indicators Sale Price/Gross Acre $1,934,985 Actual Sale Price/Gross SF $44.42 Actual Sale Price/Useable Acre $2,177,700 Actual Sale Price/Useable SF $49.99 Actual Sale Price/Planned Unit $30,941 Actual Remarks Generally level site at the end of Chrysler Road in Natick, just in off of Speen Street. Access to the Mass Pike is 1 mile north; Route 9 is 1/2 mile south. Across Street is the expanded Natick Mall complex. This site purchased with preliminary approvals in hand for two, 11 story buildings that will each contain 202 apartment units for a total of 404. An existing 89,000+ sq ft industrial building will be razed as part of the development. Approvals will require a 25% affordable requirement. Buyer to finish the approval process. Development will require partial structured parking.

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Land Sale No. 4

Property Identification Record ID 724 Property Type Residential Land, Multi Family Development Site Address Canton Street, Randolph, Norfolk County, Massachusetts 02368 Sale Data Grantor Randolph Property Holding LLC Grantee Avalon Blue Hills Inc. Sale Date September 14, 2007 Deed Book/Page 25164/32 Property Rights Fee simple Conditions of Sale Arms length Financing Cash sale Sale History No prior sale in previous 36 months Verification Buyer - Avalon Bay Communities; Confirmed by Christopher Bowler Sale Price $11,000,000 Cash Equivalent $11,000,000 Land Data Zoning R, Residential Topography Rolling Utilities All available Shape Irregular Flood Info Not located in designated flood zone Land Size Information Gross Land Size 23.200 Acres or 1,010,592 SF Useable Land Size 18.000 Acres or 784,080 SF , 77.59% Planned Units 276 Front Footage 1281 ft Total Frontage: 1281 ft Canton

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Land Sale No. 4 (Cont.) Indicators Sale Price/Gross Acre $474,138 Actual Sale Price/Gross SF $10.88 Actual Sale Price/Useable Acre $611,111 Actual Sale Price/Useable SF $14.03 Actual Sale Price/Planned Unit $39,855 Actual Sale Price/Front Foot $8,587 Actual Remarks Site located south of Canton Street just west of the Route 24 intersection. Site purchased, and price based upon, all approvals in place. Construction set to begin March of 2008 for "Avalon at Blue Hills". The development does require a 25% affordable component if rents set at 80% of median. If set at 60% of median, the percentage of affordable units can go down to 20%. Units will be in 2 and 3 story, wood frame walk-up structures.

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Pending Land Sale No. 5

Property Identification Record ID 931 Property Type Residential Land, Multi Family Development Site Address Summit Drive, Wakefield, Middlesex County, Massachusetts Sale Data Grantor Appleton Wakefield Development, LLC Grantee Legacy Park Apartments Closing Date May 01, 2011 Property Rights Fee simple Marketing Time 1 year Conditions of Sale Arms length Financing Cash or equivalent Sale History No prior sale in previous 60 months Verification Seller; Appleton-Drake; Confirmed by Christopher Bowler Contract Price $2,560,000 Cash Equivalent $2,560,000 Land Data Zoning Residential Topography Sloping Utilities All available Shape Elliptical Flood Info Not in designated flood zone Land Size Information Gross Land Size 4.180 Acres or 182,081 SF Allowable Units 128 Front Footage 118 ft Total Frontage: 118 ft Summit Drive

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Pending Land Sale No. 5 (Cont.) Indicators Sale Price/Gross Acre $612,440 Sale Price/Gross SF $14.06 Sale Price/Allowable Unit $20,000 Sale Price/Front Foot $21,695 Remarks Pending sale of a 4.18 acre site adjacent to an I-95 off ramp and the Reading town line. Abuts an existing condo complex. Site is sloping and has difficult access issues. This site is selling with approvals in hand for a 128 unit development via Chapter 40B, with a 20 or 25% affordable component depending upon the rent structure of the affordable units. The 3 buildings will require substantial ground level parking garages, greatly increasing the cost of development.

25

Land Sale No. 6

Property Identification Record ID 803 Property Type Multi Family Development Site Address 400 Technology Center Drive, Stoughton, Norfolk County,

Massachusetts Sale Data Grantor TW Conroy LLC/Terence Conroy, Jr. Grantee Stoughton Residential LLC/Hanover Company Sale Date May 15, 2008 Deed Book/Page 25763/567 Recorded Plat 106-3 Property Rights Fee Simple Financing Cash Sale Sale History No Sale in previous 60 months Verification T. Conroy/Conroy Dev.; Other sources: Comps/Assessor/Deed,

Confirmed by Richard Bernklow Sale Price $7,979,460 Cash Equivalent $7,979,460 Land Data Zoning Highway Business, Industrial Topography Mostly Level Utilities All Public Dimensions Irregular Shape Irregular Land Size Information Gross Land Size 13.080 Acres or 569,765 SF Allowable Units 240

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Land Sale No. 6 (Cont.) Indicators Sale Price/Gross Acre $610,050 Sale Price/Gross SF $14.00 Sale Price/ Unit $33,248 Remarks This is an apartment site located in the Stoughton Technology Center. The property received a 40B Comprehensive permit for creation of 240 apartments with 180 market rate and 60 affordable. The seller paid for all costs of the approvals and the sales price reflects the price per unit along with reimbursed costs. The project was proposed for development in 2006 and received approval in 2007 (Bk 25605, Pg 59). The site was considered for a cinema complex in the late 1990's, but was restricted from any cinema use by 2001 agreement.

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Land Sale No. 7

Property Identification Record ID 932 Property Type Residential Land, Multi Family Development Site Address 25 Stagecoach Road, Stoughton, Norfolk County, Massachusetts Sale Data Grantor Stagecoach Road, LLC Grantee South Wood Alta Indian Woods, LLC Sale Date February 03, 2010 Deed Book/Page 27437/352 Property Rights Fee simple Conditions of Sale Arms length Financing Cash or equivalent Sale History No prior sale in previous 60 months Verification Buyer; Wood Partners; Confirmed by Christopher Bowler Sale Price $3,900,000 Cash Equivalent $3,900,000 Land Data Zoning GB and RC, General Business Topography Gentle slopes Utilities All available Shape Irregular Flood Info Not in designated flood zone Land Size Information Gross Land Size 8.600 Acres or 374,616 SF Allowable Units 154

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Land Sale No. 7 (Cont.) Indicators Sale Price/Gross Acre $453,488 Sale Price/Gross SF $10.41 Sale Price/Allowable Unit $25,325 Remarks Sale of an 8.6 acre site approved for development of a 154 unit apartment complex consisting of 3, four story garden style buildings. Located off of Route 128 in mixed use commercial, residential area. There is a 25% affordable requirement per the Chapter 40B approvals that allow for the 154 units.

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Sales Data Analysis – The 7 sales analyzed and researched were compared to the subject on a price per allowed/approved unit basis as shown on the preceding grid. This is the most common unit of comparison between buyers and sellers of this type of land in the area. With each sale the property rights sold were the fee simple rights. As we are estimating the same, no adjustments were required in this category. In terms of financing all sales were purchased with either cash or market rate financing. No below or above market seller financing was involved. In terms of conditions of sale, all were ‘arm’s length’ and required no adjustments for this. However, Comparable #1 was sold not only with the approval for 116 rental units, but also the approval for a 16,000 sq ft retail/office building. The buyer reported that they allocated $30 per sq ft of allowed area for this component, meaning $480,000 was attributable to this component of the sale. Since we want to isolate what is paid for just the residential rental apartment site component, the $480,000 was deducted from the sale price. As for market conditions, adjustments to the sales are definitely needed. Referencing the MIT/CRE index, prices for apartment properties have declined a total of 14% over the past five years, which generally includes the time frame in which all of the comparable sales occurred. This amounts to approximately -3% per year, which is what we have used for a market condition/time adjustment for this analysis. After making the market conditions adjustment and the one adjustment to comparable #1 for conditions of sale, categories considered for comparison to the subject were:

Location Approval Status

Utilities Available Structured Parking Required

Adverse Site Conditions Size and Scope of the Development Parcel

The comparison to the subject via these categories will be completed using a qualitative analysis. This is appropriate here because the sales did not allow for specific quantitative adjustments to be derived. The prices per allowed unit, adjusted for market conditions, ranged from $20,000 to $54,571. In terms of location, the subject is considered ‘good’. It has a Belmont address and convenience to major roadways, public transportation and employment centers. Comparable #2, located on the banks of the Malden River, was similar in location. All other sales were inferior to a degree in terms of location when compared to the subject.

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With the subject property and the extraordinary assumption used in this report, all approvals are in place. This is significant. Consider that Sale #2 sold for over a 30% premium over the price paid for the site with no approvals in place. Comparables #2, #4, #5, #6, and #7 sold with approvals in place. Comparables #1 and #3 did not. For the utilities available category the comparables and the subject were all similar. A development requiring structured parking is more expensive to develop than a similar project that does not, all other items held equal. When the cost of improvements is higher, the price paid for the land will generally be lower. Of the 7 sales, #4, #6, and #7 did not require structured parking. The remainder did. However, #5 required extensive structured parking, with two of the buildings requiring multiple floor parking garages due to the slope of the site. This will increase costs drastically. It is for this reason primarily that #5 sold at the lowest per unit. In terms of adverse site conditions that may increase the cost of construction, and thus reduce the value of the land, the subject has on site and abuts extensive wetlands. Low elevations will require the construction of a sewer pump station. Connection to the Belmont sewer system will cost $382,500 in mitigation fees alone or nearly $1,300 per unit. Comparable sites either had no adverse conditions or similar items, such as the requirement to demolition existing commercial buildings. Finally, size is considered. Larger sites in terms of # of allowed units, tend to sell for less on a per allowed unit basis than similar sites that are simply smaller. The inverse is also true. A site with 400 allowed units will most often sell for less on a per allowed unit basis than a smaller site next door that is only approved for 100 units if all other factors are held equal. From this qualitative analysis we have a ‘bracket’ within which the subject per acre value must fall. It must be higher than the $41,121 indicated by the highest of the comparables rated ‘slightly inferior’ to the subject. Conversely, the lowest per acre price from a comparable that is superior to the subject is $54,571 (Comp #2). Therefore the price per allowed unit should fall between $41,121 and $54,571. Summary Based upon an analysis of these sales and the factors discussed above, it is our opinion that an appropriate indicator for the 15.6 acre subject property is $45,000 per allowed unit. Thus, the indicator for the subject property via the Sales Comparison Approach, as of March 29, 2011, is as follows:

# of Allowed Rental Units 299 x 45,000$ = 13,455,000$

ROUNDED 13,500,000$

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RECONCILIATION

The final step in estimating the market value of the subject property is a correlation of the value from each of the approaches utilized in the appraisal process. In order to estimate the value of the 15.6 acre subject property a Sales Comparison Approach has been utilized. Because the subject is essentially vacant land which produces no measurable income, neither the Cost Approach nor Income Approach were applicable. The Sales Comparison Analysis presented in this report is considered a reliable indicator of the market value of the property. Seven comparables, all of which were sold for development of residential apartment complexes were compared to the subject on a price per allowed unit basis. Each sale was adjusted for market conditions. We then completed a qualitative analysis comparing the comparables to the subject for location, approval status, structured parking requirements, adverse site conditions, and size. After analysis, we deemed $45,000 per allowed rental unit as a reasonable indication for the subject property. The value estimate via this approach was $13,500,000. Based upon the analysis and conclusions presented in this report, and the extraordinary assumption cited earlier, it is our opinion that the market value of the subject property, as of March 29, 2011, is:

THIRTEEN MILLION FIVE HUNDRED THOUSAND ($13,500,000) DOLLARS

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CERTIFICATION OF VALUE We certify that, to the best of our knowledge and belief,... • the statements of fact contained in this report are true and correct. • the reported analyses, opinions, and conclusions are limited only by the reported

assumptions and limiting conditions, and are our personal unbiased professional analyses, opinions, and conclusions.

• we have no present or prospective interest in the property that is the subject of this report, and we have no personal interest or bias with respect to the parties involved.

• our compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of this report.

• our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute.

• the use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

• Mr. Bowler and Mr. Avery are currently certified under the voluntary continuing education program of the Appraisal Institute.

• Christopher H. Bowler, MAI, SRA made a personal inspection of the property that is the subject of this report. Jonathan H. Avery, MAI, CRE did not personally inspect the property.

• no one provided significant professional assistance to the persons signing this report. • the appraisal assignment was not based on a requested minimum valuation, a specific

valuation, or the approval of a loan. This appraisal has been completed using the following extraordinary assumption:

• The estimated value of the property is based upon the extraordinary assumption that all pending appeals of the approvals that have been issued thus far will be settled within the coming weeks and that a building permit allowing for the 299 unit rental development will be issued at this time.

Based upon the data presented in this report, it is our opinion that the market value of the fee simple interest in the subject property, subject to the definitions, limiting conditions and certifications set forth in the attached report, as of March 29, 2011, is:

THIRTEEN MILLION FIVE HUNDRED THOUSAND ($13,500,000) DOLLARS

Christopher H. Bowler, MAI, SRA Jonathan H. Avery, MAI, CRE Massachusetts Certified General Massachusetts Certified General Real Estate Appraiser #495 Real Estate Appraiser #26

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ADDENDA

SUBJECT PROPERTY DEEDS

COMPREHENSIVE PERMIT

LEXICON, DEFINITIONS AND

ASSUMPTIONS

APPRAISAL LEXICON MARKET VALUE "The most probable price, which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently, knowledgeably and assuming the price is not affect by undue stimulus. Implicit in this definition is consummation of a sale as of a specified date and passing of title from seller to buyer under conditions whereby: 1. Buyer and seller are motivated; 2. Both parties are well informed or well advised and each acting in what he considers his own best interest; 3. A reasonable time is allowed for exposure in the open market;

4. Payment is made in terms of cash in U.S. dollars, or in terms of financial arrangements comparable thereto; and

5. The price represents the normal consideration for the property sold unaffected by special or creative financing, or sales concessions granted by anyone associated with the sale." (1) FEE SIMPLE ESTATE Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power and escheat. (2) HIGHEST AND BEST USE The reasonably probable and legal use of vacant land or an improved property, that is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility and maximum productivity. Alternatively, the probable use of land or improved property – specific with respect to the user and timing of the use – that is adequately supported and results in the highest present value. (3) LEASED FEE INTEREST A freehold (ownership interest) where the possessory interest has been granted to another party by creation of a contractual landlord-tenant relationship (i.e., a lease). (4) MARKETING TIME An opinion of the amount of time it might take to sell a real or personal property interest at the concluded market value level during the period immediately after the effective date of an appraisal. Marketing time differs from exposure time, which is always presumed to precede the effective date of an appraisal. (5) (1) FIRREA 12 CFR Part 323.2. (2) The Dictionary of Real Estate Appraisal, Appraisal Institute, 2010, Fifth Edition - Page 78. (3) Ibid. - 93. (4) Ibid. – 111. (5) Ibid. - 121.

MARKET RENT The most probable rent that a property should bring in a competitive and open market reflecting all conditions and restrictions of the lease agreement, including permitted uses, use restrictions, expense obligations, term, concessions, renewal and purchase options, and tenant improvements (TIs). (6) EXPOSURE TIME

1. The time a property remains on the market. 2. The estimated length of time the property interest being appraised would have been

offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective estimate based on an analysis of past events assuming a competitive and open market. (7)

PROSPECTIVE OPINION OF VALUE A value opinion effective as of a specified future date. The term does not define a type of value. Instead, it identifies a value opinion as being effective at some specific future date. An opinion of value as of a prospective date is frequently sought in connection with projects that are proposed, under construction, or under conversion to a new use, or those that have not yet achieved sellout or a stabilized level of long-term occupancy. (8) RETROSPECTIVE OPINION OF VALUE A value opinion effective as of a specified historical date. The term does not define a type of value. Instead, it identifies a value opinion as being effective at some specific prior date. Value as of a historical date is frequently sought in connection with property tax appeals, damage models, lease renegotiation, deficiency judgments, estate tax, and condemnation. Inclusion of the type of value with this term is appropriate, e.g., “retrospective market value opinion.” (9) (6) Ibid. - 121. (7) Ibid. – 73. (8) Ibid. – 153. (9) Ibid. – 171.

ASSUMPTIONS AND LIMITING CONDITIONS This appraisal report has been made with the following general assumptions:

1. This is a Self-Contained Appraisal Report which is intended to comply with the

reporting requirements set forth under Standards Rule 2-2b of the Uniform Standards of Professional Appraisal Practice. Supporting documentation concerning the data, reasoning, and analyses is retained in the appraiser’s file. The information contained in this report is specific to the needs of the client and for the intended use stated in this report. The appraisers are not responsible for the unauthorized use of this report.

2. No responsibility is assumed for the legal description or for matters including legal or

title considerations. Title to the property is assumed to be good and marketable unless otherwise stated.

3. The property is appraised free and clear of any or all liens or encumbrances unless

otherwise stated. 4. Responsible ownership and competent property management are assumed. 5. The information furnished by others is believed to be reliable. However, no warranty

is given for its accuracy. 6. All engineering is assumed to be correct. The plot plans and illustrative material in

this report are included only to assist the reader in visualizing the property. 7. It is assumed that there are no hidden or unapparent conditions of the property,

subsoil, or structures that render it more or less valuable. No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them.

8. It is assumed that there is full compliance with all applicable federal, state, and local

environmental regulations and laws unless noncompliance is stated, defined, and considered in the appraisal report.

9. It is assumed that all applicable zoning and use regulations and restrictions have been

complied with, unless a nonconformity has been stated, defined, and considered in the appraisal report.

10. It is assumed that all required licenses, certificates of occupancy, consents, or other

legislative or administrative authority from any local, state, or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based.

11. It is assumed that the utilization of the land and improvements is within the

boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report.

This appraisal report has been made with the following general limiting conditions: 1. The distribution, if any, of the total valuation in this report between land and

improvements applies only under the stated program of utilization. The separate allocation of land and building must not be used in conjunction with any other appraisal and are invalid if used.

2. Possession of this report, or a copy thereof, does not carry with it the right of

publication. 3. The appraiser, by reason of this appraisal, is not required to give further consultation,

testimony, or be attendance in court with reference to the property in question unless arrangements have been previously made.

4. Neither all nor any part of the contents of this report (especially any conclusions as to

value, the identity of the appraiser, or the firm with which the appraiser is connected) shall be disseminated to the public through advertising, public relations, news, sales, or other media without the prior written consent and approval of the appraiser.

5. Any value estimates provided in the report apply to the entire property, and any

proration or division of the total into fractional interests will invalidate the value estimate, unless such proration or division of interests has been set forth in the report.

6. The forecasts, projections, or operating estimates contained herein are based upon

current market conditions, anticipated short-term supply and demand factors, and a continued stable economy. These forecasts are, therefore, subject to changes in future conditions.

QUALIFICATIONS

QUALIFICATIONS OF CHRISTOPHER H. BOWLER REAL ESTATE APPRAISER

EDUCATION • BA Economics, Union College, Schenectady, New York 1987 • Appraisal Institute Course SPP Standards of Professional Practice Course 1A-1 Basic Appraisal Principles, Methods and Techniques Course 1A-2 Basic Valuation Theory and Techniques Course 8-1 Residential Valuation Course 1B-A Capitalization Theory & Techniques Part A Course 1B-B Capitalization Theory & Techniques Part B Course 550 Advanced Applications Course 410 Standards of Professional Practice Part A Course 420 Standards of Professional Practice Part B Course 540 Report Writing & Valuation Analysis • Argus Software Valuation DCF 2 Day Training; 11/09 PROFESSIONAL AND TRADE AFFILIATIONS • Appraisal Institute 1992 - Senior Residential Appraiser - SRA Designation 2000 - Member of Appraisal Institute - MAI Designation #11564 2002-4 Director, Massachusetts Chapter 2005 Secretary, Massachusetts Chapter 2006 Treasurer, Massachusetts Chapter 2007 Vice President, Massachusetts Chapter 2008 President, Massachusetts Chapter • Massachusetts Certified General Real Estate Appraiser License #495 BUSINESS EXPERIENCE Presently an associate member of the firm of Avery Associates, Acton, Massachusetts. Avery Associates handles a wide variety of real estate appraisal and consulting assignments. Mr. Bowler has prepared appraisals on the following types of real property: office buildings, industrial buildings, research and development facilities, hotels/motels, golf courses, restaurants, laboratory-life sciences buildings, medical office buildings, auto dealerships, truck terminals, warehouses, bank branches, shopping centers, apartment complexes, commercial and industrial condominium units and buildings, lumber yards, service stations, industrial mill buildings, and cranberry bogs.

Mr. Bowler's experience also includes the appraisal of one to four family dwellings, condominium units, proposed residential subdivisions and condominium projects. Also, Mr. Bowler has prepared market studies and feasibility analyses for proposed developments of both residential and commercial projects. Prior to joining Avery Associates in 1992, Mr. Bowler was employed in the following manner: 1987-1992 Real Estate Appraiser Edward W. Bowler Associates Waltham, Massachusetts 1987 Research Associate, New York State Department of Transportation Albany, New York BUSINESS ADDRESS Avery Associates 282 Central Street Post Office Box 834 Acton, MA 01720-0834 Tel: 978-263-5002 Fax: 978-635-9435 chris@averyandassociates.com

QUALIFICATIONS OF JONATHAN H. AVERY REAL ESTATE APPRAISER AND CONSULTANT

EDUCATION • BBA University of Massachusetts, Amherst, Massachusetts • Graduate of Realtors Institute of Massachusetts - GRI • American Institute of Real Estate Appraisers Course 1-A Basic Appraisal Principles, Methods and Techniques Course 1A-B Capitalization Theory and Techniques Course 2 Basic Appraisal of Urban Properties Course 6 Real Estate Investment Analysis Course 410/420 Standards of Professional Practice PROFESSIONAL AND TRADE AFFILIATIONS • The Counselors of Real Estate 1985 - CRE Designation #999 1993 - Chairman, New England Chapter 1995 - National Vice President 1999 - National President • Appraisal Institute 1982 - Member Appraisal Institute - MAI Designation #6162

1975 - Residential Member - RM Designation #872 1977 - Senior Residential Appraiser - SRA Designation 1981 - Senior Real Property Appraiser - SRPA Designation 1986-1987 - President, Eastern Massachusetts Chapter 1992 - President, Greater Boston Chapter 1995 - Chair, Appraisal Standards Council 1996-1998 - Vice Chair, Appraisal Standards Council • Massachusetts Board of Real Estate Appraisers 1972 - MRA Designation 1981 - President of the Board • Royal Institution of Chartered Surveyors 2005 - FRICS Designation • Affiliate Member, Greater Boston Real Estate Board • Licensed Real Estate Broker - Massachusetts 1969 • Massachusetts Certified General Real Estate Appraiser #26 • New Hampshire Certified General Real Estate Appraiser #NHGC-241 BUSINESS EXPERIENCE Mr. Avery is Principal of the firm of Avery Associates located in Acton, Massachusetts. Avery Associates is involved in a variety of real estate appraisal and consulting activities including: market value estimates, marketability studies, feasibility studies, and general advice and guidance on real estate matters to public, private and corporate clients. Mr. Avery has served as arbitrator and counselor in a variety of proceedings and negotiations involving real estate. During 1993, he served as an appraisal consultant for the Eastern European Real Property Foundation in Poland. He has been actively engaged in the real estate business since 1967 and established Avery Associates in 1979. Prior to his present affiliation, Mr. Avery served in the following capacities:

1978-1979 Managing Partner, Avery and Tetreault, Real Estate Appraisers and Consultants 1975 -1978 Chief Appraiser, Home Federal Savings and Loan Association Worcester, Massachusetts 1972-1975 Staff Appraiser, Northeast Federal Saving and Loan Association Watertown, Massachusetts 1971-1972 Real Estate Broker, A. H. Tetreault, Inc. Lincoln, Massachusetts TEACHING EXPERIENCE

• Instructor, Bentley College, Continuing Education Division, 1976-1982; Appraisal Methods and Techniques Computer Applications for Real Estate Appraisal

• Approved Instructor Appraisal Institute - since 1982 • Chapter Education Chairman 1986-1987 • Seminar Instructor; Massachusetts Board of Real Estate Appraisers since 1981 • Certified Appraisal Standards Instructor-Appraiser Qualifications Board

PROFESSIONAL EXPERIENCE Qualified expert witness; Middlesex County District Court and Superior Court, Essex County Superior Court, Norfolk County Superior Court, Plymouth Superior Court, Worcester County Probate Court, Federal Tax Court, Federal Bankruptcy Court, Appellate Tax Board of Massachusetts and Land Court of Massachusetts. Member, Panel of Arbitrators - American Arbitration Association, National Association of Securities Dealers Regulation. Property Assignments Include: Land (Single Lots and Subdivisions) Historic Renovations One to Four Family Dwellings Movie Theater Apartments Conservation Easements Residential Condominiums Hotels and Motels Office Buildings Shopping Centers Restaurants Golf Courses Industrial Buildings Churches Racquet Club Gasoline Service Stations Petroleum Fuel Storage Facility Farms Lumber Yard Office Condominiums School Buildings Automobile Dealerships BUSINESS ADDRESS Avery Associates 282 Central Street Post Office Box 834 Acton, MA 01720-0834 Tel: 978-263-5002 Fax: 978-635-9435 jon@averyandassociates.com

AVERY ASSOCIATES REPRESENTATIVE LIST OF CLIENTS

FINANCIAL INSTITUTIONS CORPORATIONS Avidia Bank Avalon Bay Communities Beverly National Bank Boston Golf Club, Inc. Brookline Savings Bank Boston Medflight Cambridge Savings Bank Bovenzi, Inc. Century Bank & Trust Concord Lumber Corporation Citizens Financial Group Dow Chemical Company Danversbank Exxon Mobil Company Enterprise Bank & Trust Fidelity Real Estate First Pioneer Farm Credit John M. Corcoran& Co. Middlesex Federal Savings MassDevelopment Marlborough Savings Bank Monsanto Chemical Middlesex Savings Bank PriceWaterhouseCoopers North Middlesex Savings Bank Robert M. Hicks, Inc. Norwood Cooperative Bank Ryan Development Rollstone Bank & Trust Sun Life Assurance Company Salem Five Cent Savings Bank The Mathworks, Inc. Southern New Hampshire B&T Toyota Financial Services TD BankNorth Group U.S. Postal Service Webster Bank PUBLIC SECTOR/NONPROFIT LAW FIRMS & FIDUCIARIES Acton Housing Authority Anderson & Kreiger LLP American Arbitration Association Brown Rudnick Emerson Hospital Choate, Hall & Stewart Federal Deposit Insurance Corp. DLA Piper, LLP Mass Audubon Edwards, Angel, Palmer & Dodge Internal Revenue Service Foley Hoag, LLP Massachusetts Development Goodwin Proctor Mass. Div. of Conservation/Recreation Hemenway & Barnes MassHousing Holland & Knight Stow Planning Board Kirkpatrick Lockhart Nicholson Graham Sudbury Valley Trustees Kopelman & Paige, P.C. The Nature Conservancy Lee & Levine, LLP The Trust for Public Land Loring, Wolcott & Coolidge Town of Acton Lynch, Brewer, Hoffman & Fink, LLP Town of Cohasset Nutter, McClennen & Fish, LLP Town of Lexington Office of Stephen Small Town of Concord Peabody & Arnold, LLP Trustees of Reservations Prince, Lobel, Glovsky & Tye U. S. Department of Interior Rackemann, Sawyer & Brewster Massachusetts Dept. of Agricultural Resources Riemer & Braunstein, LLP U.S. Forest Service Ropes & Gray Walden Woods Project Stern, Shapiro, Weissberg & Garin Water Supply District of Acton WilmerHale